This Terms & Conditions was last updated on 09 May 2020.
Adoctus (Pty) Ltd vicariously through the Adoctus Internet website located at https://www.adoctus.com/ (the “Site” and collectively, “Adoctus”, “us”, “our”, or “we”) provides the Adoctus software program (“Adoctus”), which allows users to create content, manage content and transact on a private software application, to process payments as well as documentation relating to Adoctus (all of the foregoing, the “Services”) through the Site and related subdomains. These Terms of Service (the “Terms”) govern your access and use of the Services and the Site. “You” or “Your” means a user of the Services or the Site.
1. Use of Site & Services
Subject to the terms and conditions set forth herein, you may access and use the Site and Services for your personal or internal business use only (i.e. you are not permitted to sell, lease, sublicense or to otherwise make the Services or any of them available to any third party other than to your clients for their personal use only). You acknowledge that Adoctus may, in its sole discretion and at any time, discontinue providing any part of the Site or the Services or modify or delete any content available through the Site or the Services, at any time without notice. Use of the Services and access to the Site is void where prohibited. By using the Services, you represent and warrant that (a) any information you submit to us as part of using the Services is truthful and accurate; (b) where possible you will maintain the accuracy of such information; (c) you are at least 18 years of age or, if higher, the age of majority in your jurisdiction; and (d) your use of the Site or Services does not violate or promote the violation of any applicable law or regulation or any legal or contractual obligation you may have to a third party.
2. Registration/Security Issues
In order to use Adoctus, you must download the software provided to you by Adoctus (Pty) Ltd.
Adoctus (Pty) Ltd reserves the right to refuse to allow a user to download Adoctus, or to use any other service offered by Adoctus (Pty) Ltd from time to time, for any reason, or to add any other limitations on the use of its Services, all at Adoctus (Pty) Ltd’ sole discretion.
Adoctus (Pty) Ltd has no responsibility for Adoctus currently offered for download and/or for any other software which may be offered by Adoctus (Pty) Ltd from time to time, including without limitations for any relevant registration process of such software, the information requested as part of such process, etc. In addition, Adoctus (Pty) Ltd shall not be responsible and will not be held liable for any damage or loss incurred by or in connection with the use of such software.
While using the Services you must provide Adoctus (Pty) Ltd with truthful and accurate information, and where possible you must keep such information up-to-date. You shall not use the Services or any part thereof, including without limitations, to use Adoctus, under a false identity or information, or on behalf of someone other than yourself or any person or entity who provided you with express permission to use the Services on their behalf. Adoctus (Pty) Ltd will not be responsible for any communications you do not receive or any other damages or costs incurred by you as a result of you breaching these undertakings.
You should not reveal your private information to third parties. By disclosing your private key(s) to third parties you jeopardize the security of your Adoctus account. You are responsible for keeping your password and any other information secure. You are fully and solely responsible for the security of your computer system and all activity in Adoctus, even if such activities were not committed by you. Adoctus (Pty) Ltd will not be liable for any losses or damage arising from unauthorized use of Adoctus or any password, and you agree to indemnify and hold Adoctus (Pty) Ltd harmless for any improper or illegal use of Adoctus. This includes illegal or improper use by someone to whom you have given permission to use Adoctus.
3. Adoctus Assets
The following terms and conditions shall govern the use of Adoctus:
Adoctus Transactions: Adoctus (Pty) Ltd makes no representations and is not responsible for any issues arising between you and any of your clients or other third parties with whom you engage in Adoctus transactions. Adoctus (Pty) Ltd is not liable for any correspondence, transfer of information, transfer of assets, transaction, agreement, understanding, payment, dispute or any other action, either written, oral or otherwise, between you and any third party, either related to the Site, Services, Adoctus or otherwise, and shall not be liable for any damage or loss incurred by either party with respect to the foregoing.
Other Legal Requirements: The Site and Services are not designated for the bypass or otherwise replacement of any external legal and regulatory requirements governing the registration or transfer of any Assets, including without limitations, any securities laws, liquidation and bankruptcy laws, real estate laws, etc. as may be applicable from time to time in your jurisdiction. Adoctus (Pty) Ltd does not warrant that Adoctus transaction will enable the legal transfer of any real asset from one person to another person to the extent that such transfer is conditioned upon any legal or regulatory procedures, approvals, permits, registrations or other requirements. Therefore, Adoctus (Pty) Ltd is not liable for any damages or expenses which you or your clients (or any third party engaged in an Asset Transaction) may incur using the Services or Adoctus. You agree to comply and to be solely liable to assure compliance by your clients with all applicable laws and regulation including, without limitation, any anti-money laundering laws, consumer protection laws and tax laws and regulations as shall be from time to time. You further acknowledge that Adoctus (Pty) Ltd makes no representation and is not responsible for any proof of ownership of any Adoctus asset and will not be liable for any loss or damage incurred from the above.
Your Liability Towards Third Parties: You hereby acknowledge and agree to be solely liable for any issues related to your engagement with clients or other third parties in relation to your use of the Site and Services. Among others, you shall be solely liable for any payments required to be made to such third parties and you shall indemnify Adoctus (Pty) Ltd for any damages incurred by it in connection with the above, including, without limitations, in connection with any claims by such third parties.
Without limiting, and in addition to, any other obligation that you may owe under this Agreement, you are at all times responsible for the acts and omissions of your employees, contractors and agents, to the extent such persons are acting within the scope of their relationship with you.
You agree to defend Adoctus (Pty) Ltd, our affiliates, and their respective employees, agents, and service providers (each an “Adoctus Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against an Adoctus Entity, and you agree to fully reimburse the Adoctus Entities for any Claims that results from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability we incur that results from your use of the Payment Processing Services; (iii) negligent or wilful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.
Important Note for Sole Proprietors: If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, Payment of Fees, Refunds, Reversals, Fines, losses based on Disputes or Fraud, or for any other amounts you owe under this Agreement for your failure to use Security Controls, and for all other obligations to us and to your Customers. You risk personal financial loss if you fail to pay any amounts owed. Please take the time to read our Documentation and take any measures appropriate to protect against such losses.
Disclaimer of Warranties: WITHOUT DEROGATING FROM THE PROVISIONS OF SECTION 10 HEREIN, YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOUR USE OF ADOCTUS IS AT YOUR SOLE RESPONSIBILITY AND RISK, AND THAT ADOCTUS IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ADOCTUS (PTY) LTD AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, SERVICE PROVIDERS, REPRESENTATIVES OR AFFILIATES (“ADOCTUS RELATED PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATED TO ADOCTUS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABIILTY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Adoctus may be inappropriate for your particular circumstances. Furthermore, juristic laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions.
No Liability: WITHOUT DEROGATING FROM THE PROVISIONS OF SECTION 11 HEREIN, IN NO EVENT WILL ADOCTUS (PTY) LTD BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF YOUR USE OR INABILITY TO USE ADOCTUS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Term & Termination of Rights to Use the Services
The term of these Terms shall commence on the date you accept these Terms and shall continue indefinitely unless otherwise terminated in accordance with these Terms.
You agree that Adoctus (Pty) Ltd may for any reason, in its sole discretion and without notice, prevent your use of the Services. Grounds for such prevention may include (but are not limited to): (i) violation of the letter or spirit of these Terms; (ii) fraudulent, harassing or abusive behaviour; or (iii) behaviour that is harmful to other users, third parties, or the business interests of Adoctus (Pty) Ltd.
If Adoctus (Pty) Ltd believes, in its sole discretion, that a violation of these Terms or any illegal or inappropriate behaviour has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behaviour on the Services or Site. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone believed to have violated these Terms or to have engaged in illegal behaviour on the Site, including disclosing to such law enforcement authorities any information and data in our possession. Any such action shall not affect your obligations to Adoctus (Pty) Ltd under these Terms (including but not limited to your payment obligations, or the provisions of these Terms regarding intellectual property, indemnification and limitation of Adoctus (Pty) Ltd’ liability).
It is your responsibility to determine what, if any, taxes apply to your engagement with Adoctus (Pty) Ltd and/or to any transactions conducted by you using Adoctus, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Adoctus (Pty) Ltd is not responsible for determining whether taxes apply to your any of the above transactions, or for collecting, reporting or remitting any taxes arising from any such transactions. You are hereby advised to consult in such matters with certified public accountants or lawyers in the applicable jurisdictions.
6. Intellectual Property
Adoctus (Pty) Ltd owns the Services and Site, including all worldwide intellectual property rights in the Services and Site and their content, trademarks, service marks, and logos contained therein. You may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Site, Services or any content, except as expressly permitted by Adoctus (Pty) Ltd in writing. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Services, Site or their content. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms grants you any right to use any trademark, service mark, logo, or trade name of Adoctus (Pty) Ltd or any third party, except as expressly permitted by Adoctus (Pty) Ltd in writing.
You are not required to provide us with any feedback or suggestions regarding the Site or Services. However, should you provide us with comments or suggestions regarding the Site or the Services, then you agree that no such feedback shall be subject to any obligation of confidentiality, that all rights in such feedback shall be exclusively owned by us, and that we may use or publish such feedback at our discretion, without any liability or obligations to compensate you for such use.
You are granted a non-exclusive and non-transferable license to electronically access and use the Adoctus IP (Intellectual Property) only in the manner described in this Agreement. Adoctus (Pty) Ltd does not sell to you, and you do not have the right to sub-license the Adoctus (Pty) Ltd IP unless otherwise agreed between yourself and Adoctus in a separate agreement that must be signed by both parties. We may make updates to the Adoctus IP or new Services available to you automatically as electronically published by Adoctus (Pty) Ltd, but we may require action on your part before you may use the Adoctus (Pty) Ltd IP or new Services (including activation through the Dashboard, or acceptance of new or additional terms). Adoctus (Pty) Ltd may revoke or terminate this license at any time if you use Adoctus (Pty) Ltd IP in a manner prohibited by this Agreement.
You may not: (i) claim or register ownership of Adoctus (Pty) Ltd IP on your behalf or on behalf of others; (ii) sub-license any rights in Adoctus (Pty) Ltd IP granted by us; (iii) import or export any Adoctus (Pty) Ltd IP to a person or country in violation of any country’s export control Laws; (iv) use Adoctus (Pty) Ltd IP in a manner that violates this Agreement or Laws; or (v) attempt to do any of the foregoing.
7. Rules of Use
You may not, nor may you assist other parties to (a) copy, modify, or create derivative works of the Services, Site or content of any of the Services of Site, (b) reverse-engineer, disassemble, or attempt to derive the source code of the software used to provide the Site or Services, (c) attempt to disable or circumvent any security or access control mechanism of the Site or Services, or (d) design or assist in designing cheats, exploits, automation software, bots, hacks, modes or any other unauthorized third-party software to modify or interfere with the Site or Services.
You agree that you will not: (a) solicit another person’s password or other personal information under false pretenses; (b) impersonate another user or otherwise misrepresent yourself in any manner whether to another user, to us, or otherwise; (c) violate the legal rights of others, including defaming, abuse, stalking or threatening users; (d) infringe the intellectual property rights, privacy rights, or moral rights of any third party or Adoctus (Pty) Ltd, (e) violate any applicable law, rule or regulation, (f) circumvent, disable, or otherwise interfere with security-related features of the Site or Services or features that prevent or restrict use or copying of any Services or Site content; or (g) take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or detrimentally interfere with, intercept, or expropriate any system, data, or information. Violation of any of these prohibitions shall be cause for immediate suspension or termination of your right to use the Services, provided that such suspension or termination shall not impair Adoctus (Pty) Ltd’ right to exercise any other remedy available to it under any applicable law.
Adoctus (Pty) Ltd makes reasonable efforts to ensure that its technology keeps your assets and your information safe and secure. However, no method of electronic storage is 100% secure. Therefore, while we strive to use commercially acceptable means to protect your assets and your information, we cannot guarantee its absolute security. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE DISCRETION AND RISK. THE SITE, AND SERVICES ARE PROVIDED ON AN AS IS AND AS AVAILABLE BASIS WITHOUT WARRANTIES OF ANY KIND. ADOCTUS (PTY) LTD EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND RELATING TO THE SITE AND SERVICES, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. Adoctus (Pty) Ltd does not give any advice regarding the risk or suitability of any trade, transaction or investment strategy. You shall not hold Adoctus (Pty) Ltd or any of Adoctus (Pty) Ltd Related Parties liable for any business decisions or choices made by you or your clients. No advice or information, whether oral or written, obtained by you from Adoctus (Pty) Ltd, shall create any warranty not expressly stated in these Terms. If you choose to rely on such information, you do so solely at your own risk. Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.
Adoctus (Pty) Ltd makes reasonable commercial efforts in order to make sure that the Services are available at all times, however Adoctus (Pty) Ltd does not warrant the availability of the Services or any part thereof and shall not be responsible for any damages or expenses incurred by you as a result of the unavailability of the Services or any part thereof, any errors in using the Services, any Adoctus transactions not performed as a result of any errors and any other incidents and events which are not entirely under Adoctus (Pty) Ltd’ control.
9. Limitation of Liability
Adoctus (Pty) Ltd is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email due to technical problems or traffic congestion on the Internet or on any of the Site or Services or combination thereof, including any injury or damage to users or to any person’s computer related to or resulting from participation or downloading materials in connection with the Site or Services. Under no circumstances shall Adoctus (Pty) Ltd be responsible for the conduct of third parties, including any users of the Site or Services, whether online or offline, and operators of external sites.
IN NO EVENT SHALL ADOCTUS (PTY) LTD OR ANY OF ITS RELATED PARTIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES, WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ADOCTUS (PTY) LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN THE EVENT THAT DESPITE THE INTENTION OF THE PARTIES, ADOCTUS (PTY) LTD IS ASSIGNED ANY LIABILITY FOR DAMAGES, THAN IN NO EVENT SHALL ADOCTUS (PTY) LTD’ CUMULATIVE LIABILITY TO YOU EXCEED THE HIGHER OF EITHER (A) R1,000.00; OR (B) THE AMOUNTS PAID BY YOU DIRECTLY TO ADOCTUS (PTY) LTD IN THE THREE (3) MONTHS PRECEDING THE APPLICABLE CLAIM.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the Republic of South Africa. We do not claim, and we cannot guarantee that Services we provide from the Republic of South Africa are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.
10. Linked Sites
The Site or Services may contain links or advertisements to websites, services or resources belonging to third parties. Such websites may also include links to the Services or Site. We urge our users to exercise caution in using third-party sites. We have no control over such sites, services or resources and all use of the foregoing is at your own risk. Additionally, we do not accept responsibility for any payments processed or submitted through such third party sites. You acknowledge and agree that we are not responsible for the availability of such websites or resources, which may collect data or solicit personal information from you, and we are not responsible or liable for any advertising, products, or other materials available on such websites. Third parties provide their own terms and conditions and privacy policies and any claims in regard to the services provided or content contained therein shall be directed to such third parties.
You agree to indemnify, defend, and hold harmless Adoctus (Pty) Ltd and any Adoctus (Pty) Ltd Related Parties, against any and all claims, damages, or costs or expenses (including reasonable attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by you or anyone using your computer or password; (b) your violation of any law or regulation; (c) your infringement of any right of any third party; and (d) any other matter for which you are responsible hereunder or under law. You agree that your use of the Site and Services (including, without limitation, provision of services in connection with the Site) shall be in compliance with all applicable laws, regulations and guidelines.
12. API & Dashboard
Adoctus (Pty) Ltd has developed and provides access to the API (Application Programming Interface) that may be used to access the Services. You may use the API solely as described in the Documentation to use the Services on websites and through the applications identified in your Adoctus Account. You may manage your Adoctus Account, connect with other service providers, and enable additional features through the Adoctus management dashboard (“Dashboard”).
You may not use the API for any purpose, function, or feature not described in the Documentation or otherwise communicated to you by us. Due to the nature of the Services, we will update the API and Documentation from time to time, and may add or remove functionality. We will provide you Notice in the event of material changes, deprecations, or removal of functionality from the API so that you may continue using the Services with minimal interruption.
We will make publishable and secret API keys for live and test Transactions available to you through the Dashboard. Publishable keys identify Transactions with your Customers, and secret keys permit any API call to your Adoctus Account. You are responsible for securing your secret keys – do not publish or share them with any unauthorized persons. Failure to secure your secret keys will increase the likelihood of fraud on your Adoctus (Pty) Ltd Account and potential losses to you or your Customers. You should contact us immediately if you become aware of any unauthorized use of your secret key or any other breach of security regarding the Services. We make use of JWT (Jason Web Tokens) to assign and manage access tokens to you through the Dashboard.
a. Registration and Permitted Activities: Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in non-restrictive Countries are eligible to apply for an Adoctus Account to use the Services described in this Agreement. Adoctus (Pty) Ltd and its affiliates may provide Services to you or your affiliates in other countries or regions under separate agreements. To register for an Adoctus Account, you or the person or people submitting the application (your “Representative”) must provide us with your business or trade name, physical address, email, phone number, tax identification number (If applicable), URL, the nature of your business or activities, and certain other information about you that we require. We may also collect personal information (including name, birthdate, and government-issued identification number) about your beneficial owners, principals, and your Adoctus Account administrator. Until you have submitted, and we have reviewed and approved, all required information, your Adoctus Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.
b. Business Representative: You and your Representative individually affirm to Adoctus (Pty) Ltd that (i) your Representative is authorized to provide the information described in this Section A.13 on your behalf and to bind you to this Agreement and (ii) your Representative is an executive officer, senior manager or otherwise has significant responsibility for the control, management or direction of your business. We may require you or your Representative to provide additional information or documentation demonstrating your Representative’s authority. Without the express written consent of Adoctus (Pty) Ltd, neither you nor your Representative may register or attempt to register for an Adoctus Account on behalf of a user Adoctus (Pty) Ltd previously terminated from use of the Services. If you are a sole proprietor, you and your Representative also affirm that your Representative is personally responsible and liable for your use of the Services and your obligations to Customers, including payment of any amounts owed under this Agreement.
c. Validation and Underwriting: At any time during the term of this Agreement and your use of the Services, we may require additional information from you to verify beneficial ownership or control of the business, validate information you provided, verify you or your Representative’s identity, and assess the risk associated with your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to your business, its beneficial owners or principals. Your failure to provide this information or material may result in suspension or termination of your Adoctus Account. You authorize us to retrieve information about you from our service providers and other third parties, including credit reporting agencies and information bureaus and you authorize and direct such third parties to compile and provide such information to us. You acknowledge that this may include your name, addresses, credit history, and other data about you or your Representative. You acknowledge that we may use your information to verify any other information you provide to us, and that any information we collect may affect our assessment of your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of your Adoctus Account. Adoctus (Pty) Ltd may periodically update this information as part of our underwriting criteria and risk analysis procedures.
d. Changes to Your Business, Keeping your Adoctus Account Current: You agree to keep the information in your Adoctus Account current. You must promptly update your Adoctus Account with any changes affecting you, the nature of your business activities, your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend your Adoctus Account or terminate this Agreement if you fail to keep this information current. You also agree to promptly notify us in writing no more than three days after any of the following occur: you are the subject of any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership, or similar action (any of the foregoing, a “Bankruptcy Proceeding”); there is an adverse change in your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of your business; you transfer or sell 25% or more of your total assets, or there is any change in the control or ownership of your business or parent entity; or you receive a judgment, writ or warrant of attachment or execution, lien or levy against 25% or more of your total assets.
e. FERPA Policy: The parties acknowledge that (a) Customer Data may include personally identifiable information from education records that are subject to FERPA (“FERPA Records”); and (b) to the extent that Customer Data includes FERPA Records, Adoctus will be considered a “School Official” (as that term is used in FERPA and its implementing regulations) and will comply with FERPA.
f. Services Signed Up For: You will be able to sign up for any of the Adoctus services as described throughout this website either (a) Directly by contacting Adoctus, or (b) by way of a Reseller/Partner/Distributor.
14. Fees & Fines
Adoctus (Pty) Ltd will provide the Services to you at the rates and for the fees (“Fees”) agreed upon during evaluation of your business needs and requirements on the Pricing page in your Adoctus CRM Dashboard, incorporated into this Agreement. The Fees include charges for Licensing fees (per seat) and for other events connected with your Adoctus Account (such as handling a disputed charge). We may revise the Fees at any time. However, we will provide you with at least 30 days’ advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).
You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
15. Suspicion of Unauthorized or Illegal Use
We may refuse, condition, or suspend any Transactions that we believe: (i) may violate this Agreement or other agreements you may have with Adoctus (Pty) Ltd; (ii) are unauthorized, fraudulent or illegal; or (iii) expose you, Adoctus (Pty) Ltd, or others to risks unacceptable to Adoctus (Pty) Ltd. If we suspect or know that you are using or have used the Services for unauthorized, fraudulent, or illegal purposes, we may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement agency consistent with our legal obligations. This information may include information about you, your Adoctus Account, your Customers, and Transactions made through your use of the Services.
16. Disclosures & Notices: Electronic Signature Consent
a. Consent to Electronic Disclosures and Notices: By registering for an Adoctus Account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Adoctus (Pty) Ltd (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.
b. Methods of Delivery: You agree that Adoctus (Pty) Ltd can provide Notices regarding the Services to you through our website or through the Dashboard (as defined below), or by mailing Notices to the email or physical addresses identified in your Adoctus Account. Notices may include notifications about your Adoctus Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.
c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative’s control over your Adoctus Account (such as through two-step verification), and to provide you with other critical information about your Adoctus Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications in the Dashboard by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important Security Controls (as defined below) on your Adoctus Account and may increase the risk of loss to your business.
d. Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to access your Dashboard and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us and we can find another means of delivery.
e. Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Adoctus Account.
16. Payment Processing Overview
Adoctus (Pty) Ltd works with various Adoctus (Pty) Ltd affiliates, Payment Method Providers and Payment Method Acquirers to retrieve funds from our customers. The use of Payment Processing enable us to submit Charges (as defined below), we may limit or refuse to process Charges for any Restricted Businesses, or for Charges submitted in violation of this Agreement.
The Payment Method Acquirer for Adoctus (Pty) Ltd in South Africa is Peach Payments (Pty) Ltd and it is in your own interest to familiarise yourself with their Rules and regulations regarding Payment Processing and Payment Collection.
The following terms used in this Agreement relate to the collection of funds from your debit/credit card to Adoctus (Pty) Ltd:
“Charge” means a credit or debit instruction to capture funds from an account that a Customer maintains with a bank or other financial institution in connection with a Transaction.
“Dispute” means an instruction initiated by a Customer for the return of funds for an existing Charge (including a chargeback or dispute on a payment card network; and disputes on the Automated Clearinghouse (ACH) network).
“Fine” means any fines, levies, or other charges imposed by Adoctus, a Payment Method Provider or a Payment Method Acquirer, caused by your violation of Laws or this Agreement, or as permitted by the applicable Payment Method Rules.
“Payment Method Rules” means the guidelines, bylaws, rules, and regulations imposed by the Payment Method Providers and Payment Method Acquirers that operate Payment Methods supported by Adoctus (Pty) Ltd (including the payment card network operating rules (“Network Rules”) for the Visa, Mastercard, Discover and American Express networks.
“Payment Method” means a type of payment method that Adoctus (Pty) Ltd accepts as part of the Payment Processing, such as credit card and debit card.
“Payment Method Acquirer” means a financial institution that is authorized by a Payment Method Provider to enable the use of a Payment Method by accepting Charges from Customers on behalf of the Payment Method Provider, and routing these Charges to the Payment Method Provider.
“Payment Method Provider” means the provider of a Payment Method, such as Visa, Mastercard, Discover, and American Express.
“Payment Processing” are Services that Adoctus use to accept payments from our Customers for Transactions, perform other financial transactions, manage subscriptions, and perform transaction reporting.
“Refund” means an instruction initiated by Adoctus to return funds to a Customer for an existing Charge.
“Return” means an instruction initiated by Adoctus, a Customer, a Payment Method Provider or a Payment Method Acquirer to return funds unrelated to an existing Charge.
“Reversal” means an instruction initiated by a Payment Method Provider, a Payment Method Acquirer or Adoctus to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a Payment Method Provider or a Payment Method Acquirer; (ii) funds settled to Adoctus in error or without authorization; and (iii) submission of a Charge in violation of the applicable Payment Method Rules, or where submission of the Charge or the use of Payment Processing violates this Agreement.
18. Reconciliation & Error Notification
The Dashboard contains details of Charges, Charge history, and other activity on your Adoctus Account. Except as required by Law, you are solely responsible for reconciling the information in the Dashboard generated by your use of Adoctus with your records of Customer Transactions, and for identifying any errors. You agree to review your Adoctus Account and immediately notify us of any errors. We will investigate any reported errors, including any errors made by Adoctus or a Payment Method Provider, and, when appropriate, attempt to rectify them by crediting or debiting the Account identified in the Dashboard. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any Payout Account. For Transaction errors, we will work with you and our Payment Method Providers to correct a Transaction error in accordance with the applicable Payment Method Rules. If you fail to communicate an error to us for our review without undue delay and, in any event, within 60 days after you discovered it and flagged it in the Dashboard, you waive your right to make any claim against us or our Payment Method Providers for any amounts associated with the error.
19. Dormant Accounts
If you leave any funds dormant in an Adoctus Account and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies. To the extent required by Law, we will attempt to provide you Notice if we hold funds payable to you in an account beyond the applicable dormancy period for abandoned property. If we are unable to contact you, we will treat the funds in your Adoctus Account to be abandoned.
20. Billing Runs & Payment Processing Dates
The Adoctus billing model was designed to accommodate Resellers/Partners/Distributors to Invoice their Clients in advance and to reconcile transactions before Payment processing takes place. Below is a detailed description of how billing is calculated.
NOTE: ADOCTUS IS A SAAS (SOFTWARE AS A SERVICE) APPLICATION AND WORKS ON A DISTRIBUTOR/PARTNER MODEL.
a. “Seats” Billing is calculated on the amount of individual Student/Learner seats a Facilitator has.
b. “Billing Cycle” Runs from the 15th to the 14th of every month. During this period, all Seats are counted based on the Date/Time the invite was sent to the Learner/Student.
c. “Minimum Amount Payable” A minimum of 15 Seats are billed irrespective of having less than 15 Learners/Students. Once the facilitator reaches more than 15 Learners/Students then the individual Seat calculation will commence.
d. “Detailed Statement” Is sent out on the 15th of every month at 00:00:01 CAT (Central African Time). The statement shows the following:
– An Individual Statement for each Facilitator that is Signed Up with their respective Company Details and Logo;
– The amount of Seats for the current billing cycle;
– The Details of each Seat with a Date/Time they were invited by the Facilitator;
– The total amount payable with relevant taxes;
– The date on which the Payment Processing will Commence.
e. “Payment Processing” Will take place on the 26th of every month at 00:00:01 CAT (Central African Time) for the respective Statements.
f. “Dispute Resolution” There is a 10 (Ten) Day period where each Partner/Distributor/Reseller can dispute the Billing Statement and query transactions before the Payment processing takes place.
g. “Active vs Suspended Seats” When a Learner/Student is invited then this is considered and active account and is counted as a seat during the billing cycle. When a Facilitator suspends an individual student after any given time, then this is considered a Suspended/In active account and will no longer be charged for. However the following conditions apply:
– Billing is chargeable if the Learner/Student is suspended and then un suspended;
– Billing is chargeable if we detect any misconduct with a Facilitator in Suspending students continuously before billing cycles start and fines may be applicable;
h. “Setup Fees” May be charged at the discretion of Adoctus and the Adoctus Distributor/Partner/Reseller and is considered a once-off service that is payable upfront.
21. No Agency: Third Party Services
Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Distributor/Partner/Reseller of Adoctus. Each party to this Agreement, and each Distributor/Partner/Reseller is an independent contractor. Unless a Distributor/Partner/Reseller expressly agrees, neither you nor we have the ability to bind a Distributor/Partner/Reseller to any contract or obligation, and neither party will represent that you or we have such an ability.
22. Force Majeure
Neither party will be liable for any delays in processing or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse your liabilities or your obligation to pay Fees, Fines, Disputes, Refunds, Reversals, or Returns under this Agreement.
23. Representation & Warranties
By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) your employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g), and (h) you will not use the Services, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services.
24. Responding to Legal Process
25. Entire Agreement
This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Adoctus (Pty) Ltd for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Adoctus (Pty) Ltd, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
26. Cumulative Rights, Construction, Waiver
The rights and remedies of the parties under this Agreement are cumulative, and either party may enforce any of its rights or remedies under this Agreement, along with all other rights and remedies available to it at Law, in equity or under the Payment Method Rules. No provision of this Agreement will be construed against any party on the basis of that party being the drafter. Unless expressly stated otherwise, the use of the term “including” or “such as” is not to be interpreted as limiting the generality of the text preceding the term. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of that party’s rights to subsequently enforce the provision.
These Terms shall be governed by the laws of the Republic of South Africa, exclusive of its choice of law rules, and without regard to the United Nations Convention on the International Sales of Goods. Your conduct may also be subject to other local, state, and national laws. Any dispute arising under these Terms or concerning the Services shall be subject to the exclusive jurisdiction of the competent courts in Cape Town, South Africa. Any cause of action against Adoctus (Pty) Ltd must be brought within one (1) year of the date such cause of action arose. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between you and Adoctus (Pty) Ltd or enables you to act on behalf of Adoctus (Pty) Ltd. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Adoctus (Pty) Ltd and you pertaining to the subject matter hereof. Any notices that we may be required to provide to you, whether under law or according to these Terms, may be provided by Adoctus (Pty) Ltd to any contact information you have provided in your account information, including through email. You expressly agree to the receipt of such communications and notices in such manner. We may at any time, without prior notice, assign any and all of our rights under these Terms to any other entity. You may not assign any rights hereunder without our prior written consent. Nothing contained in these terms shall be construed to limit the actions or remedies available to Adoctus (Pty) Ltd with respect to any prohibited activity or conduct. Non-enforcement of any term of these Terms does not constitute consent or waiver, and Adoctus (Pty) Ltd reserves the right to enforce such term at its sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.